Common use of Tax Attributes Clause in Contracts

Tax Attributes. In connection with a Deconsolidation, Parent shall advise Centuri in writing of the amount (if any) of any Tax Attributes which Parent determines, in its sole discretion, shall be allocated or apportioned to the Centuri Group for Tax purposes in accordance with Past Practice and applicable Tax Law, including the regulations under Section 1502 of the Code. Centuri and all members of the Centuri Group shall prepare all Tax Returns in accordance with such notice. Xxxxxxx agrees that it shall not dispute Xxxxxx’s determination of Tax Attributes. For the avoidance of doubt, Parent shall not be required in order to comply with this Section 3.10 to create or cause to be created any books and records or reports or other documents based thereon (including, without limitation, any “E&P studies,” “basis studies” or similar determinations) that it does not maintain or prepare in the ordinary course of business. The allocations made under this Section 3.10 shall be revised by Parent, in its sole discretion, to reflect each subsequent Final Determination or change in Law that affects such allocations or the amounts of Tax Attributes available for allocation. Notwithstanding any provision of this Agreement to the contrary, for the avoidance of doubt, the Parties agree that Parent is not warranting or guaranteeing the amount of any such Tax Attributes and Parent shall not be liable to any Centuri Group member for any failure of any determination under this Section 3.10 to be accurate under applicable Tax Law.

Tax Attributes. In connection with a Deconsolidation, Parent Cummins shall in good faith advise Centuri Filtration in writing of the amount (amount, if any) , of any Tax Attributes Attributes, which Parent Cummins determines, in its sole good faith discretion, shall be allocated or apportioned to the Centuri Filtration Group for Tax purposes in accordance with Past Practice and unless otherwise required under applicable Tax Law, including the regulations under Section 1502 of the Code. Centuri Filtration and all members of the Centuri Filtration Group shall prepare all Tax Returns in accordance with such written notice. Xxxxxxx Filtration agrees that it shall not dispute Xxxxxx’s determination Cummins’ allocation or apportionment of Tax Attributes. For the avoidance of doubt, Parent Cummins shall not be required in order to comply with this Section 3.10 to create or cause to be created any books and records or reports or other documents based thereon (including, without limitation, any “E&P earnings & profits studies,” “basis studies” or similar determinations) that it does not maintain or prepare in the ordinary course of businessbusiness in order to comply with this Section 3.8. The allocations made under this Section 3.10 3.8 shall be revised by ParentCummins, in its sole discretion, to reflect each subsequent Final Determination or change in Law that affects such allocations or the amounts of Tax Attributes available for allocation. Notwithstanding any provision of this Agreement to the contrary, for the avoidance of doubt, the Parties agree that Parent Cummins is not warranting or guaranteeing the amount of any such Tax Attributes and Parent Cummins shall not be liable to any Centuri member of the Filtration Group member for any failure of any determination under this Section 3.10 3.8 to be accurate under applicable Tax Law.

Tax Attributes. In connection with a Deconsolidation, Parent shall advise Centuri in writing of the amount (if any) of any Tax Attributes which Parent determines, in its sole discretion, shall be allocated or apportioned to the Centuri Group for Tax purposes in accordance with Past Practice and applicable Tax Law, including the regulations under Section 1502 of the Code. Centuri and all members of the Centuri Group shall prepare all Tax Returns in accordance with such notice. Xxxxxxx Centuri agrees that it shall not dispute Xxxxxx’s determination of Tax Attributes. For the avoidance of doubt, Parent shall not be required in order to comply with this Section 3.10 to create or cause to be created any books and records or reports or other documents based thereon (including, without limitation, any “E&P studies,” “basis studies” or similar determinations) that it does not maintain or prepare in the ordinary course of business. The allocations made under this Section 3.10 shall be revised by Parent, in its sole discretion, to reflect each subsequent Final Determination or change in Law that affects such allocations or the amounts of Tax Attributes available for allocation. Notwithstanding any provision of this Agreement to the contrary, for the avoidance of doubt, the Parties agree that Parent is not warranting or guaranteeing the amount of any such Tax Attributes and Parent shall not be liable to any Centuri Group member for any failure of any determination under this Section 3.10 to be accurate under applicable Tax Law.